API Terms of Service

Please read these API Terms of Service (the "API Terms") carefully. These API Terms are between you and Column, N.A. ("Bank") concerning your access and use of certain application programming interfaces related to Bank's services and identified by Bank to you in the Commercial Deposit Account Agreement or otherwise by Bank by notice to you given in accordance with this Agreement (the "APIs"). These API Terms are subject to, and incorporate by reference, the Commercial Deposit Account Agreement (collectively with the API Terms, the "Agreement").

References to "you" or "your" in these API Terms will refer to both the individual using the APIs and to any such Organization. You and Bank are each referred to individually as a "Party" and collectively as the "Parties."

BY CLICKING THE BUTTON OR BOX MARKED "ACCEPT," "AGREE," OR "OK" (OR A SIMILAR TERM) IN CONNECTION WITH THESE API TERMS, OR BY USING THE APIs, YOU AGREE:

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE APIs ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP, OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN "ORGANIZATION"), THEN YOU ARE AGREEING TO THESE API TERMS AS PART OF THE AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THE API TERMS AS PART OF THE AGREEMENT.

TO BE BOUND BY THE AGREEMENT AND AFFIRM THAT YOU ARE OF LEGAL AGE WHERE YOU LIVE AND HAVE THE LEGAL CAPACITY TO ENTER INTO THE AGREEMENT.

Your clicking the button or box marked "Accept," "Agree," or "OK" (or a similar term) in connection with these API Terms, or your access or use of the APIs, in each case following any changes to the Agreement will constitute your acceptance of such changes.

Any capitalized terms herein not otherwise defined shall have the meaning attributed to them elsewhere in the Agreement.

1. Definitions

"Documentation" means any technical documentation or other instructions provided or made available to you by Bank regarding the proper use of the APIs.

"Intellectual Property Rights" means any and all patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

"Login Credentials"" means the unique username and password that you and your Authorized Users (if any) create for access to the APIs.

2. License

Subject to your compliance with the terms and conditions of the Agreement (including Commercial Deposit Account Agreement), Bank hereby grants to you a limited, non-exclusive, non-assignable, and non-transferable license to access and use the APIs in accordance with the Documentation for the purposes expressly authorized under the Agreement.

3. Restrictions

You will not, and will not allow any third party to, directly or indirectly: (a) disclose, distribute, make available, sell, lease, or otherwise allow any third party to access or use the APIs; (b) access or use the APIs for any purpose other than the purposes expressly authorized under the Agreement (including the Commercial Deposit Account Agreement); (c) decompile, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of the APIs; (d) copy, mirror, frame, modify, or create derivative works based on the APIs; (e) access the APIs in order to build a competitive product or service, or copy any features, functions or graphics of the APIs; (f) use the APIs to store or transmit material in violation of any third party rights or Applicable Law; (g) use the APIs to transmit any viruses, malware, or other malicious code; (h) interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the APIs or any related systems or networks, including by exceeding any applicable limitations on transactions per second implemented by Bank; or (i) access, or allow access to, the APIs beyond the United States (except with Bank's prior written approval). Breach of this Section 3 may result in the throttling, suspension, or termination of your account as described in Section 10.

4. Registration; Login credentials

You will be required to register and create Login Credentials to use all or part of the APIs. Bank may reject, or require that you change, any username, password, or other information that you provide to Bank in registering. In addition, you may request and assign Login Credentials to a maximum of four other individuals ("Authorized Users"). Login Credentials are for the personal use of the individual to whom they are assigned only and should be kept confidential. You, and not Bank, are responsible for any use or misuse of your or your Authorized Users' Login Credentials, and you must promptly notify Bank of any confidentiality breach or unauthorized use of your Login Credentials, or your account.

5. Modifications

Bank may, from time to time in its sole discretion, modify or update its APIs in connection with its ongoing delivery of the programs and related features and functionality under the Agreement by notifying you of such modifications or updates by any reasonable means. Such changes will apply across Bank's relevant user base, and you acknowledge that any such modifications or updates may require you to undertake certain integration or implementation efforts. Bank may reasonably modify, update, or amend these API Terms from time to time in its sole discretion. No such modifications, updates, or amendments shall relieve Bank's or your obligations under the Agreement.

6. Confidentiality and ownership

6.1 Confidentiality

"Confidential Information" means the APIs, Documentation, any and all information and data that is accessed through the APIs or through the exercise of your rights and licenses under the Agreement, and other sensitive or proprietary information that is reasonably understood, given the nature of the information or circumstance, to be confidential, in each case whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential". You will: (a) protect and safeguard the confidentiality of Bank's Confidential Information with at least the same degree of care as you would protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use Bank's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise your rights or perform your obligations under the Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to your representatives who need to know the Confidential Information to assist you or act on your behalf. You will be responsible for any breach of this section caused by any of your representatives. At Bank's request, you will promptly return, and will require your representatives to return, to Bank all copies of Bank's Confidential Information, or, upon Bank's request, destroy all such copies and certify in writing to Bank that such Confidential Information has been destroyed. In addition to all other remedies available at law, Bank may seek equitable relief (including injunctive relief) against you and your representatives to prevent the breach or threatened breach of this section and to secure its enforcement.

6.2 IP Ownership

All Intellectual Property Rights in and to the APIs and Documentation are and will remain solely owned by Bank. Except as expressly provided in Section 2, nothing herein will be deemed to convey any right, title, or interest in any such Intellectual Property Rights to you except as otherwise expressly provided herein.

6.3 Feedback

If you provide to Bank any feedback, input or suggestions with respect to the APIs, Documentation, or any information and data that is accessed through the APIs or otherwise in exercising the rights and licenses under the Agreement ("Feedback"), you hereby irrevocably and perpetually grant to Bank and its affiliates a non-exclusive, worldwide, sublicensable (through multiple tiers) license to use, process, access, analyze, create derivative works of, adapt, translate, modify, and otherwise exploit ("Use") such Feedback for any purpose whatsoever, together with all Intellectual Property Rights and other proprietary rights in or pertaining to Feedback. You hereby waive any moral rights you may have in any such Feedback.

7. Indemnity

You covenant and agree to indemnify, defend, and hold harmless Bank, its subsidiaries and affiliates, and their respective officers, directors, employees, agents, and permitted assigns (collectively, the "Indemnitees"), as such, against any and all losses, liabilities, fines, penalties or expenses (including reasonable attorney's fees and expenses) arising from any third-party legal action, claim, demand, or proceedings brought against any of the Indemnitees arising from or related to: (a) any breach of any of the provisions of the Agreement (including these API Terms); (b) any use of the APIs in violation of Applicable Law or the Agreement; (c) any modification of the APIs other than at Bank's express direction or instruction; or (d) any combination of the APIs with any third party hardware, software, or other materials or information not provided by, or performed at the express direction, approval, or instruction of, Bank.

8. Disclaimer

BANK PROVIDES THE APIs ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES (EXPRESS, IMPLIED, OR STATUTORY) INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. BANK DOES NOT GUARANTEE THAT THE APIs OR THE DATA PROVIDED BY USE OF THE APIs WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ACCURATE, COMPLETE, OR ERROR-FREE. YOUR USE OR RELIANCE ON THE APIs IS AT YOUR OWN RISK.

9. Limitation of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT BANK AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS AND SERVICE PROVIDERS, WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT BANK OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

THE MAXIMUM AGGREGATE LIABILITY OF BANK AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS AND SERVICE PROVIDERS, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE TEN U.S. DOLLARS ($10.00).

10. Term; Termination

These API Terms commence on the date on which you clicked the button or box marked "Accept," "Agree," or "OK" (or a similar term) in connection with these API Terms, or the date on which you first used the APIs, whichever is earlier, and will expire upon (a) the expiration or earlier termination of these API Terms, or (b) your material breach of these API Terms.

Upon any expiration or earlier termination of these API Terms (i) all licenses granted to you hereunder will end, (ii) you must cease any access and use of the APIs; and Bank may, without liability to you or any third party, immediately deactivate or delete your user name, password, and account, and all associated materials, without any obligation to provide any further access to such materials.

Sections 1, 3, 5, 6, 7, 8, 9, 10, 11 and 12 of these API Terms will survive the expiration or termination hereof.

Bank may throttle or otherwise restrict your use of the APIs, or suspend your account and/or your access to the APIs, if Bank reasonably believes: (i) you have materially breached these API Terms; (ii) the APIs are experiencing technical problems; or (iii) such suspension is necessary to protect the rights or property of the Parties or applicable third parties or to comply with Applicable Law.

11. Governing law; Arbitration

YOU AGREE THAT, BY ENTERING INTO THESE API TERMS, YOU AND BANK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. YOU CAN OPT OUT OF THIS CLASS ACTION WAIVER BY CONTACTING BANK AT 1110 GORGAS AVE, SUITE A4-700 SAN FRANCISCO, CA 94129 WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THESE API TERMS, STATING THAT YOU (INCLUDE YOUR FIRST AND LAST NAME) DECLINE THIS CLASS ACTION WAIVER.

These API Terms are and shall be governed by and construed under the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE API TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND BANK, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT BANK AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE API TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures ("Comprehensive Rules"). The Comprehensive Rules are available online at http://www.jamsadr.com/rules-comprehensive-arbitration/. Any in-person appearances will be held at a location which is reasonably convenient to both Parties with due consideration of their ability to travel and other pertinent circumstances. If the Parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator's decision will follow these API Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these API Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all Parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of the foregoing, nothing in these API Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against Bank for you.

12. Miscellaneous

12.1 Monitoring

Bank may (but have no obligation to) monitor or analyze your access to or use of the APIs. Bank may disclose information regarding your access to and use of the APIs, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

12.2 Export Laws

You will comply fully with all relevant export laws and regulations of the United States and any other country ("Export Laws") where you use any of the APIs or any other subject matter made available hereunder. You certify that you are not on any of the relevant U.S. government lists of prohibited persons, including the Treasury Department's List of Specially Designated Nationals and the Commerce Department's List of Denied Persons or Entity List. You further certify that you will not export, re-export, ship, transfer or otherwise use the APIs or any other subject matter made available hereunder in any country subject to an embargo or other sanction by the United States, including Iran, Syria, Cuba, Sudan and North Korea and that you will not use the APIs or any other subject matter made available hereunder for any purpose prohibited by the Export Laws.

12.3 Government End User Rights

You agree that the APIs and any derivatives thereof are "Commercial Items" as defined in 48 C.F.R. § 2.101, and if you are a governmental or regulatory entity, then such use, duplication, reproduction, release, modification, disclosure, or transfer of this commercial product and data, is restricted in accordance with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-2, and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-1 through 48 C.F.R. § 227.7102-3, and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the APIs are licensed to end users of governmental or regulatory entities (a) only as a Commercial Item and (b) with only those rights as are granted to all other users pursuant to this Agreement and any related agreement(s), as applicable. Accordingly, you will have no rights in the APIs except as expressly agreed to in writing by you and Bank.

12.4 Force Majeure

Bank will not be liable to you for failure or delay in performing its obligations under the Agreement if such failure or delay is due to acts of any governmental body, war, insurrection, sabotage, or embargo; fire, flood or other Act of God; strike or other labor disturbance; interruption of or delay in transportation; unavailability of, interruption of or delay in telecommunications or third party services; epidemic, pandemic or other spread of disease; inability to obtain raw materials, supplies or power used in or equipment needed for performance of its obligations; or any other cause beyond Bank's reasonable control.

12.5 Relationship of Parties

These API Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Bank.

12.6 Assignment; No Third Party Beneficiaries

You may not assign or transfer any or all of your rights or obligations under these API Terms without Bank's express prior written consent. Bank may assign or transfer any or all of its rights or obligations under these API Terms without restriction. Any purported assignments, transfers, or delegations in violation of this section will be null and void. Nothing in these API Terms will confer any rights upon any person other than the Parties hereto and their respective heirs, successors, and permitted assigns.

12.7 Interpretation

For purposes of interpreting these API Terms, unless otherwise specifically stated, (a) the singular includes the plural, and the plural includes the singular; (b) the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words "include" and "including" will not be construed as terms of limitation, and will therefore mean "including but not limited to" and "including without limitation"; (d) the words "writing" or "written" mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (e) the captions and section and paragraph headings used in these API Terms are inserted for convenience only and will not affect the meaning or interpretation of these API Terms; and (f) the references herein to the Parties will refer to their permitted successors and assigns.

12.8 Entire Agreement; Waiver; Severability

The Agreement (including the Commercial Deposit Account Agreement, and if any of the following exist, Program Management Agreement, Program Schedules, and Deposit Account Agreement(s), and any Exhibits and Annexes hereto and thereto) collectively set forth the complete understanding and agreement of the Parties regarding your access to and use of the APIs, and supersede and replace any prior or contemporaneous agreements related to such subject matter. No waiver of these API Terms will be binding unless in writing and executed by Bank. If any provision (or portion thereof) of these API Terms is found to be unenforceable, it will be modified to be enforceable to the maximum extent possible, or if it cannot be so modified, it will be severed and the remaining provisions (or portions thereof) will remain in full force and effect.

12.9 Notices

Notices to you (including notices of changes to these API Terms) may be made via posting to Bank's website or by email to the most recent email address that you have provided to Bank (including in each case via links), or by regular mail to the most recent mailing address that you have provided to Bank. Without limitation, a printed version of these API Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these API Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.